Robin Roberson
BANCFIRST CORP /OK/About Robin Roberson
Independent director of BancFirst Corporation since 2017; age 53. Background spans technology and operations: President and co-founder of Agentech AI, Inc. (current), Senior Vice President of Platform Partnerships at Eberl Claims Service (2022–2024), Managing Director, North America at Claim Central Consolidated, and co-founder/CEO of WeGoLook (2009–2019), Vice Chair (2019–2020). Core skills identified by the Board: Technology, Entrepreneurship/Small Business, Economic Development .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agentech AI, Inc. | President & Co‑founder | Current | Technology/AI focus |
| Eberl Claims Service | SVP, Platform Partnerships | 2022–2024 | Claims services platform partnerships |
| Claim Central Consolidated | Managing Director, North America | Not disclosed | Prior role before Eberl |
| WeGoLook | CEO & Co‑founder | 2009–2019 | On‑demand field services company |
| WeGoLook | Vice Chairman of the Board | 2019–2020 | Governance role post‑CEO |
| FPOV.com (consulting) | AI/Digital strategy consultant | Current | Advisory services |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Various nonprofit/professional boards | Director | Not disclosed |
| Oklahoma State Fair, Inc. | Director | Since 2019 |
No other public company directorships disclosed in the proxy .
Board Governance
- Independence: Board affirmatively determined Roberson is independent under NASDAQ standards .
- Committee memberships and cadence:
- Independent Directors’ Committee: Member; met 1 time in FY2024; chaired by Lead Independent Director G. Rainey Williams, Jr.
- Information Security Committee: Member; met 4 times in FY2024
- Sustainability Committee: Member; met 2 times in FY2024; chaired by EVP Randy Foraker (officer)
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; Roberson did not attend the previous annual meeting of shareholders (engagement flag) .
- Board assessment: Full Board assessment completed in early 2025; conducted every three years, focusing on composition, committee leadership/rotation, oversight effectiveness, and director self‑evaluations .
| Committee | Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Independent Directors’ Committee | Member | G. Rainey Williams, Jr. | 1 |
| Information Security Committee | Member | Not disclosed | 4 |
| Sustainability Committee | Member | Randy Foraker (officer) | 2 |
Fixed Compensation
| Component | Policy | 2024 Amount |
|---|---|---|
| Board retainer (Company) | $1,500 per month for non‑employee directors | Included in cash total |
| Information Security Committee meeting fees | $1,500 per meeting | Included in cash total; committee met 4x |
| BancFirst (subsidiary) Board retainer | $1,500 per month for BancFirst Board | Not itemized; see total |
| Total cash earned/paid (Roberson) | As reported | $24,000 |
Policy elements also include Audit Committee ($1,500/month), Audit Chair ($5,000/quarter), Compensation Committee ($1,500/meeting), Lead Independent Director ($12,500/quarter) . Roberson is not listed as Audit/Compensation member or Lead Director in FY2024 .
Performance Compensation
| Item | Detail | 2024 Amount/Terms |
|---|---|---|
| Stock awards (director) | Deferred stock compensation stock units credited (DSU plan) | $21,300 |
| RSU plan terms | RSUs vest starting 2 years after grant, 20% per year for 5 years | Plan description |
| Director RSU grants (2024) | No RSU grant disclosed for Roberson in 2024 | Not applicable |
| Performance metrics | None for director equity; time‑based vesting only | Not applicable |
DSU plan allows directors to defer cash fees into stock units; units accrue based on market price and assumed dividend reinvestment; units are not actual shares and have no voting rights .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| BancFirst Corporation | Public | Independent Director | Since 2017 |
| Oklahoma State Fair, Inc. | Private/non‑profit | Director | Since 2019 |
No disclosed interlocks with BancFirst competitors, suppliers, or customers; related‑party transactions policy routes approvals through Audit Committee; standard‑terms director/officer loans disclosed in aggregate with no unfavorable features .
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Age | 53 |
| Board tenure | Director since 2017 |
| Skill matrix (top 3) | Technology; Entrepreneurship/Small Business; Economic Development |
| Industry/functional | AI/digital strategy; claims/insurtech operations; scaling on‑demand services |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | — shares; <1% of class | No shares reported; percent <1% |
| DSU account units (12/31/2024) | 2,049 units | From director fee deferrals; not actual shares; no voting rights |
| Options outstanding | None | Not listed among directors with options |
| Ownership guidelines | No stock ownership guidelines for directors/executives | Company policy |
| Hedging/pledging | Hedging prohibited; pledging permitted | Anti‑hedging policy; pledging not prohibited |
Governance Assessment
- Independence & skills: Independent director with strong technology/entrepreneurship credentials; committee work aligned to cybersecurity (Information Security) and ESG (Sustainability) priorities .
- Engagement: Attended at least 75% of Board/committee meetings; did not attend the prior annual meeting of shareholders (investor‑facing engagement concern) .
- Alignment: No beneficial common shares reported; meaningful DSU accruals but DSUs are not voting shares; company lacks director ownership guidelines (alignment gap) .
- Compensation mix: 2024 mix of $24,000 cash and $21,300 stock units; equity element via DSU plan and potential RSUs is time‑based, not performance‑based .
- Policies & controls: Anti‑hedging and clawback (executives) policies in place; pledging permitted, which some investors view as a potential risk; related‑party transactions reviewed by Audit Committee with aggregate disclosure showing ordinary‑course terms .
- Board process: Triennial board assessment completed in early 2025; skill matrix supports Board composition; strong shareholder support for executive pay (99% Say‑on‑Pay in 2024) signals broader confidence in governance structures .
RED FLAGS: Non‑attendance at the previous annual shareholder meeting ; absence of beneficial share ownership combined with no ownership guidelines ; pledging permitted under policy .
Positive Signals: Independent status with relevant tech/ESG committee roles ; Board assessment discipline ; robust anti‑hedging and executive clawback policy adoption ; strong Say‑on‑Pay support (99%) .
References
- 2025 Proxy (DEF 14A): Committee assignments, attendance, skill matrix, compensation, ownership, policies
- External roles: Marketscreener profile (non‑SEC)